The shareholders of Embracer Group AB, reg. no. 556582-6558, (the “Company”) are hereby invited to the annual general meeting on Thursday 24 September 2026 at 14:30 CEST at Värmlands Museum, Västra Torggatan 31 in Karlstad. Shareholders are welcome for registration from 14:00 CEST.
The board of directors has, in accordance with the Company’s articles of association, resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so-called postal voting. Shareholders may therefore choose to exercise their voting rights at the annual general meeting by physical participation, by proxy or by advance voting. The board of directors proposes that the annual general meeting may be followed via video link. Link for participation in the video conference will be available on the Company’s website. Additional information regarding participation via video conference is set out below under “Participation via video link”.
Right to attend and notification
Physical participation by presence at the general meeting
Shareholders who wish to attend the annual general meeting by physical presence in person or through a proxy must:
i. on the record date, which is Wednesday 16 September 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify their participation and any assistants (no more than two) in the annual general meeting no later than Friday 18 September 2026 at 23:59 CEST in accordance with the instructions below. This means that registration only by advance voting is not sufficient for those who wish to physically attend the meeting.
The notification for participating by presence at the general meeting shall be made to the Company in accordance with the following:
The notification shall state the name, personal/corporate identity number, shareholding, share classes, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as powers of attorney, registration certificates and other authorization documents, should be appended to the notification (see further information under “Proxy etc.” below).
Participation through advance voting
Shareholders wishing to attend the annual general meeting by advance voting, personally or by a proxy must:
i. on the record date, which is Wednesday 16 September 2026, be registered in the share register maintained by Euroclear Sweden AB; and
ii. give notice by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than Friday 18 September 2026 at 23:59 CEST.
A special form shall be used for advance voting. The form is available here. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed and signed form shall be sent to the Company in accordance with the following:
If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. Authorization documents shall also be attached for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions are included in the form for advance voting.
Please note that anyone who wants to attend the meeting, physically or by proxy, must give notice of such attendance in accordance with the instructions under the heading “Physical participation by presence at the general meeting” above. This means that registration only by advance vote is not sufficient for those who want to physically attend the annual general meeting.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Wednesday 16 September 2026 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 18 September 2026 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company in accordance with the instructions above and be at the Company's disposal no later than on Friday 18 September 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website, and will also be sent to shareholders who so request and inform the Company of their postal address.
Participation via video link
The shareholders may attend the general meeting either physically, in person or by proxy, or remotely (via video link) and vote in advance. Those who wish to participate remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. Link for participation in the video conference will be available on the Company’s website.
For online participants via video link, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to vote, speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are attending the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to attend the meeting.
Remote access to the general meeting will be provided through Inderes Oyj's virtual general meeting service on the Videosync platform, which includes video and audio access to the general meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
For more information on the general meeting service, contact details of the service provider and instructions in case of possible disruptions can be found here. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here. It is recommended that you read the detailed participation instructions before the meeting.
Draft agenda
b. decision regarding the profit or loss of the company in accordance with the adopted balance sheet, and
c. discharge from liability of the board of directors and the CEO.
i. Yasmina Brihi (board member)
ii. Bernt Ingman (board member)
iii. Jacob Jonmyren (board member)
iv. Cecilia Qvist (board member)
v. Kicki Wallje-Lund (deputy chair of the board)
vi. Lars Wingefors (chair of the board/previous CEO)
vii. Brian Ward (board member)
viii. Phil Rogers (CEO)
Proposed resolutions
Item 2: Election of chair of the meeting
The nomination committee proposes that Ian Gulam, General Counsel at the Company, is elected as chair of the Annual General Meeting 2026.
Item 9.b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 10-12: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, election of the board of directors and auditors and adoption of new principles for the nomination committee
The nomination committee proposes the following:
In total the remuneration, excluding remuneration for committee work, amounts to SEK 6,800,000 (SEK 9,800,000 previous year).
The nomination committee proposes, in accordance with the audit and sustainability committee’s recommendation, the following with respect to the auditor:
The nomination committee proposes adoption of new principles for the nomination committee.
Further information regarding the proposed directors for election and the nomination committee's proposal regarding principles for appointment of nomination committee is available at the Company’s website, in the nomination committee’s complete proposal and in the annual report for 2025/2026.
Item 13: Presentation and approval of the board of directors’ remuneration report
The board of directors proposes that the annual general meeting approves the remuneration report for the financial year 2025/2026.
Item 14: Resolution regarding adoption of guidelines for remuneration to senior executives
The board of directors proposes after recommendation from the remuneration committee that the annual general meeting adopts the following guidelines for remuneration to senior executives.
General
The guidelines shall apply to remuneration that may be agreed upon or to changes in already agreed remunerations after the guidelines have been adopted by the annual general meeting. The guidelines do not apply to any remunerations that has specifically been resolved by the general meeting or any remuneration in the form of shares, warrants, convertibles or other share-related instruments such as synthetic options or employee stock options, which require specific approval by the general meeting.
These guidelines apply to the CEO, deputy CEO, the CFO and the Chief of Staff, Legal & Governance, and others who might become part of the group management, as well as to any remuneration to members of the board other than approved director fees. Reference to senior executives shall therefore be considered to include such remuneration to directors. Regarding employment conditions that are governed by rules other than Swedish, appropriate adjustments may be made in order to comply with such mandatory rules or established local practice, whereby the general objectives of these guidelines shall, to the extent possible, be met.
The guidelines’ contribution to the Company’s business strategy, long-term interest and sustainability
The guidelines shall contribute to establish conditions for the Company to recruit and retain qualified senior executives in order to successfully implement the Company's business strategy and achieve the Company's long-term interests, including sustainability. The guidelines shall also stimulate an increased interest in the business and the result as a whole as well as increase the motivation of the senior executives and increase belonging within the Company. The guidelines' purpose is further to create alignment between the Company’s shareholders and the senior executives. The guidelines shall also contribute to a good ethics and culture within the Company.
In order to achieve the Company's business strategy, total annual remuneration must be market-based and competitive in the employment market where the senior executive is located, as well as take into account the individual's qualifications and experience; furthermore, exceptional performance should be reflected in the total remuneration. For more information regarding the Company's business strategy, see the Company’s annual report available at the Company’s website.
Variable cash remuneration covered by these guidelines is intended to promote the Company's business strategy and long-term interests, including sustainability.
The forms of remuneration etc.
The remuneration to the senior executives in the Company shall comprise of fixed cash salary, possible variable cash salary, other customary benefits and pension payments. The total cash remuneration, including pension benefits, shall, on a yearly basis, be in line with market practice and competitive on the labor market where the senior executive is based and take into account the individual responsibilities, competences, qualifications and experiences of the senior executive as well as reflecting any notable achievements. Fixed and variable cash salary shall be related to the senior executives' responsibility and authority. The fixed cash salary shall be revised on a yearly basis.
The senior executives may receive variable cash remuneration in addition to fixed cash salaries. The variable remuneration shall be based on the outcome of actual predetermined targets based on the Company's business strategy and the long-term business plan approved by the board of directors. The targets may include share based or financial targets, on group level, operational goals and goals for sustainability and social responsibility, employee engagement. These targets are to be established and documented annually. The Company has established financial targets and KPIs in relation to strategic and business critical initiatives and projects which ensure alignment with the business plan and business strategy for a continued sustainable business. The variable cash remuneration shall also be designed to encourage the right behavior and contribute to the achievement of increased community of interests between the executive and the Company's shareholders in order to contribute to the Company's long-term interests.
Cash based variable remuneration shall be earned and paid out pro rata based on the number of working months and days since first employment date assuming the employee starts with the Company no later than September 30. If the employee starts with the Company after September 30, any entitlement to cash based variable remuneration will commence from the following fiscal year. Any variable cash remuneration shall not exceed a maximum of 100 percent of the fixed annual cash salary.
The conditions of any variable cash remuneration should be designed so that the board of directors may reduce or withhold payment of variable remuneration in the event of exceptional economic circumstances, or if the board of directors finds the payments unreasonable and incompatible with the Company's responsibility to its shareholders or stakeholders. With respect to yearly cash bonuses, it should be possible to reduce or withhold payments, if the board of directors deems it reasonable because of any other reasons. The Company shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds.
Additional variable cash compensation may be payable in exceptional circumstances, provided that such arrangements are limited in time and made only on an individual basis. The purpose of such arrangements must be to recruit or retain executives, or as compensation for extraordinary work in addition to the person's ordinary duties. Such compensation shall not exceed an amount corresponding to 100 percent of the fixed annual cash salary and shall not be paid more than once per year and per individual. A decision on such remuneration shall be made by the board of directors upon proposal from the remuneration committee.
Pension benefits for the CEO and other senior executives must reflect normal market conditions, compared to what generally applies to corresponding senior executives in other companies and shall normally be based on defined contribution pension plans. Right to pension occurs normally at 65 years of age.
Employees have the right to salary exchange (i.e., instead of salary choose to receive salary as pension payments. Salary exchange shall be cost neutral for the employer). Variable cash remuneration does not qualify for any pension entitlements/contributions, unless local law provides otherwise. The pension premiums for defined contribution pensions shall amount to a maximum of 30 percent of the fixed annual cash salary.
The Company may provide other benefits to senior executives in accordance with local practice. Such other benefits may include company healthcare and education. Such benefits must be considered reasonable in relation to the practice in the market where the respective senior executives operate and may in total amount to a maximum of 5 percent of the fixed annual cash salary.
For executives who are stationed in a country other than their home country, additional remuneration and other benefits may be paid to a reasonable extent, taking into account the particular circumstances associated with such expatriation, whereby the overall purpose of these guidelines is to be met as far as possible. Such benefits may not exceed 15 percent of the fixed annual cash salary.
If a director performs services on behalf of the Company, which do not constitute board work, additional consultancy fees or other additional remuneration may be paid to directors upon decision by the board of directors following recommendation by the remuneration committee. Any such remuneration shall be designed in accordance with these guidelines.
When the measurable period for fulfilment of the criteria for payment of variable cash compensation has ended, the extent to which the criteria have been met shall be determined. The board of directors, after following recommendation by the remuneration committee, is responsible for the assessment of variable cash remuneration to the CEO and the CEO is responsible for the assessment of variable cash remuneration to other senior executives. With respect to financial targets the evaluation shall be based on the Company's latest publicly available financial information.
Notice of termination and severance pay
Fixed salary during the notice period and any severance pay shall in total not exceed an amount corresponding to a maximum of two years' fixed salary. A sanctioned notice period for a senior executive may not exceed twelve months, during which time salary payment will continue. In the event of termination by the executive, the notice period may not exceed six months, without the right to severance pay.
Remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time the non-compete undertaking applies.
No senior executives are entitled to any additional benefits during the notice period and the Company has no allocated or capitalized amounts for pensions or similar benefits in the event that a senior executive leaves his or her position.
Deviations from the guidelines
The board of directors shall be entitled to deviate from the guidelines with regards to such as the recruitment of senior executives on the global labor market to be able to offer competitive terms and conditions, in an individual case if there are special reasons for it and a deviation is necessary to ensure the Company's long-term interests and sustainability or to ensure the Company's economic viability. Such deviation shall also be approved by the remuneration committee. An arrangement deviating from the guidelines can be renewed but each such arrangement shall be limited in time and shall not exceed a period of 24 months or an amount that is twice the remuneration that the individual would have received had no additional arrangement been made.
Preparation, decision processes etc.
Decisions regarding salary and other remuneration to the CEO and deputy CEO (if such has been appointed) are prepared by the remuneration committee and resolved by the board of directors. Decisions regarding salary and other remuneration to other senior executives are prepared and resolved by the CEO.
The remuneration committee shall also prepare the board of directors' decisions on issues concerning principles for remuneration. The remuneration committee shall also monitor and evaluate programs for variable remuneration, both ongoing and those that have ended during the year, for the senior executives and monitor and evaluate the application of these guidelines for remuneration to senior executives, as well as current remuneration structures and levels in the Company.
The board of directors shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the annual general meeting. The guidelines shall remain in force until new guidelines have been adopted by the general meeting.
The Company believes remuneration is one of several key components in attracting and retaining the right employees. The Company shall offer a total rewards package that is:
In preparing the board of directors' proposal for these guidelines, salary and terms of employment for the Company's employees have been taken into account, with respect to information on the employees' total remuneration, the components of the remuneration and the rate of increase and increase over time, when the remuneration committees and the boards of directors have decided on the evaluation of the reasonableness of these guidelines and the limitations that follows from the guidelines.
The board of directors considers that the guidelines on remuneration to senior executives are proportionate in relation to salary levels, remuneration levels and conditions for other employees in the group.
Compliance with the guidelines must be checked annually through, among other things, the collection of documented annual targets for short-term variable remuneration.
Information regarding remuneration
For information regarding paid remuneration refer to the Company’s annual report available at the Company’s website.
Item 15: Resolution regarding amendments to the articles of association
To enable the proposed reduction of share capital according to item 16, the board of directors of the Company, proposes that the annual general meeting resolves to amend the Company's articles of association as follows:
It is proposed that the limits for the number of shares in the articles of association are changed from a minimum of 220,000,000 and a maximum of 880,000,000 to a minimum of 200,000,000 and a maximum of 800,000,000. The articles of association § 5 will thereby have the following wording:
“The number of shares shall not be less than 200,000,000 and not more than 800,000,000.”
It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 16: Resolution regarding reduction of the share capital by redemption of shares
The board of directors of the Company proposes that the annual general meeting resolves to reduce the share capital. The reason for the proposal is that the Company has purchased own shares on Nasdaq Stockholm and reclaimed clawback shares relating to earnout payments and on 20 August 2026 holds 9,046,406 B shares in total. The board proposes that the shares held by the Company are redeemed in accordance with the below.
The Company's share capital shall be reduced by SEK 75,386.73916763220 to SEK 1,831,723.2217213700 without repayment to the shareholders, through redemption of 9,046,406 B shares. The purpose of the reduction is allocation to unrestricted equity.
Resolution in accordance with this exhibit regarding reduction of the share capital through redemption of shares does not require permission from the Swedish Companies Registration Office or the general court because the company simultaneously takes action which means that neither the Company's restricted equity nor its share capital is reduced through the bonus issue in accordance with item 17.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
A resolution in accordance with this item is conditional upon an amendment to the articles of association and upon that the annual general meeting resolves to amend the articles of association in accordance with item 15 and carry out the bonus issue in accordance with item 17.
Item 17: Resolution regarding bonus issue
The board of directors of the Company proposes that the annual general meeting resolves on a bonus issue in accordance with the below:
The Company's share capital shall be increased by SEK 80,595.25097863210 to SEK 1,912,318.47270 through a bonus issue. The bonus issue will be effected by a transfer of SEK 80,595.25097863210 from unrestricted equity to share capital, as per the adopted balance sheet 2025/2026.
No new shares will be issued in connection with the bonus issue. The quota value of a share thereby increases by approximately SEK 0.00037 to SEK 0.0087 per share.
The board of directors, or a person nominated by it, is authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
A resolution in accordance with this item is conditional upon that the annual general meeting resolves to reduce the share capital in accordance with item 16.
Item 18: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue B shares, convertibles and/or warrants with right to convert into and subscribe for B shares respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders’ preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
In connection with issuances in accordance with the above, the board of directors shall, when determining the number of shares, warrants or convertibles that may be issued pursuant to the authorization, consider and deduct the number of shares the Company holds itself at every given time after any possible reclaim of shares that have been issued in connection with acquisitions.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 19: Resolution regarding authorization for the board to resolve on repurchase of own shares
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve on repurchase of own B shares on principally the following terms and conditions:
Purchases may be effected on Nasdaq Stockholm.
Purchases may be made up to a maximum number of B shares that the Company’s holding of own shares corresponds to no more than one tenth of all shares in the Company.
Purchases of B shares may only be effected on Nasdaq Stockholm at a price that does not exceed a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the share is traded and otherwise in accordance with the terms applicable as set forth by Nasdaq Stockholm. In the event that the acquisitions are effected by a member of the stock exchange as assigned by the Company, the price of own B shares may, however, correspond to the volume weighted average price during the time period within which the B shares were acquired, even if the volume weighted average price on the day of delivery to the Company falls outside the price range. Payment for the B shares shall be made in cash.
The main reason for possible purchases is to give the Company flexibility regarding its equity and thereby optimize the capital structure of the Company. Possible purchases may also enable own shares to be used as payment for, or financing of, acquisitions of companies or assets. In the board of directors’ assessment, the authorization provides increased flexibility and may contribute to increased shareholder value.
The board of directors shall have the right to determine other conditions for purchases in accordance with the authorization.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the execution of the resolution.
Item 20: Resolution regarding authorization for the board to resolve on transfer of own shares
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve on transfers of own shares up to the number of shares which, at any time, are held by the Company.
Transfer of own shares may be carried out to be used as payment for, or financing of, acquisitions of companies or assets. Transfer of own shares may be effected otherwise than on Nasdaq Stockholm at an estimated market value or according to agreement with sellers in connection with acquisitions and may deviate from the shareholders’ preferential rights. Payment for transferred shares may be made in cash, in kind or through set-off. Transfer of own shares may also be carried out on Nasdaq Stockholm at a price within the registered price range at any given time or otherwise in accordance with applicable regulations.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the execution of the resolution.
Majority requirements
A resolution in accordance with items 15,16, 18, 19 and 20 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company on the date of this notice is 228,853,127, of which 9,000,000 are A shares representing 90,000,000 votes and 219,853,127 are B shares representing 219,853,127 votes whereby the total number of votes is 309,853,127. The Company holds 9,046,406 own B shares as of 20 August 2026.
Other
Copies of the annual report, auditor statement, proxy form and advance voting form are available at least three weeks in advance of the annual general meeting. The remuneration report, the guidelines for remuneration to senior executives and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. The nomination committee's complete proposal regarding election of directors and auditor including the statement on the nomination committee’s proposal regarding the board of directors are available as from today. All documents are available at the Company at Tullhusgatan 1B in Karlstad and at the Company’s website and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and CEO according to Ch. 7 § 32 of the Swedish Companies Act. Shareholders who wish to send in questions in advance can do so in writing to Embracer Group AB, Attn: Legal, Tullhusgatan 1B, 652 09 Karlstad, Sweden, by e-mail to Ian Gulam to [email protected], or in connection with the electronic registration.
Processing of personal data
The Company is the controller of the processing of personal data performed by the Company or its service providers in connection with the meeting. For information on how personal data is processed in relation to the meeting, see the Privacy notice available on Euroclear Sweden AB's website.
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Karlstad August 2026
Embracer Group AB
The board of directors
Embracer Group is a global games and entertainment group headquartered in Karlstad, Sweden. Through its creative and entrepreneurial businesses, the Group develops, publishes, and distributes PC, console and mobile games, and also operates in other areas of entertainment. The Group engages nearly 5,000 people across close to 30 countries and is home to a broad portfolio of owned and controlled intellectual properties, including globally recognized franchises.
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